FTI Consulting (FCN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 4, 2025, with shareholders voting on key proposals including director elections, auditor ratification, executive compensation, and an amendment to the incentive compensation plan.

• Company achieved $3.7 billion in global revenues in 2024, a 6% increase over 2023, with record earnings per share and strong cash flow.

• All five business segments delivered record revenues, and 36% of revenues were generated outside the U.S.

• Focus on sustainable growth through talent development, organic expansion, and disciplined capital allocation.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) ratification of KPMG LLP as auditor, (3) advisory approval of executive compensation, and (4) amendment to the 2017 Omnibus Incentive Compensation Plan to add 676,000 shares and extend expiration to 2035.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board to be reduced from 11 to 9 members following retirements; two new directors added in 2025.

• 89% of director nominees are independent; 33% are female; 22% are based outside the U.S.

• Board leadership to transition to combined Chairman/CEO role, with a Lead Independent Director appointed.

• Annual director elections by majority vote, with a director resignation policy for those not receiving majority support.

• Board committees (Audit, Compensation, NCGSR) are fully independent and conduct annual self-assessments.